BYLAWS OF THE JOSÉ CARLOS SCHWARZ FOUNDATION

CHAPTER I
(General Provisions)

Article 1 (Legal)
(Nature)
The JOSÉ CARLOS SCHWARZ FOUNDATION, hereinafter referred to simply as the FOUNDATION, is a legal entity governed by private law, endowed with legal personality, non-profit making, and of general public utility, governed by these articles of association.

Article 2 (Legal)
(Duration)
The Foundation was established for an indefinite period.

Article 3 (Legal)
(Head office)
The Foundation has its head office at Avenida Domingos Ramos 54, in Bissau, Republic of Guinea Bissau, and may set up other delegations or any form of representation wherever it is deemed necessary or convenient for the pursuit of its purposes.
The Foundation may change its registered office.
A delegation of the Foundation may be set up in any region or any part of the territory of Guinea-Bissau or abroad.

Article 4 (Legal)
(Goals)
The Foundation pursues the following objectives:
a. Promote, develop, and disseminate Guinean culture in its various domains, with special emphasis on music, theater, cinema, literature, and the plastic arts.

b. Contribute to the training of cultural professionals in Guinea-Bissau, in their various areas of work and artistic expression.

c. Create and participate in research initiatives and studies on the various forms of artistic expression in Guinea Bissau.

d. Organize, publicize, and support various events that are in keeping with the spirit of the Foundation and fulfill the aim of strengthening Guinea-Bissau's cultural sector.

CHAPTER II
(Members and Patrimonial and Financial Regime)

Article 4 (Legal)
(Members)
The FOUNDATION is made up of the founders, Maria Teresa Loff Fernandes Schwarz, of Guinean nationality, holder of ECOWAS identity card number 000070355, issued by the Civil Identification Service of the Ministry of Justice of the Republic of Guinea-Bissau, residing at Av. Domingos Ramos; Naman Ansol Loff Fernandes Hans Schwarz, of Portuguese nationality, holder of passport number CA 227 291, issued by the Foreigners and Borders Service of the Ministry of Justice of the Portuguese Republic on October 4, 2018, residing in Senegal; Remna Schwarz, of Portuguese nationality, holder of passport number CB675222 issued by the Foreigners and Borders Service of the Ministry of Justice of the Portuguese Republic on January 5, 2021, residing in Portugal.
Individuals, institutions, or entities may join the Foundation, subject to the approval of its Board of Directors.
Members of the Foundation must pay an annual membership fee in an amount to be determined by the Board of Directors when drawing up the annual activity plan.

Article 6 (Legal)
(Heritage)
The Foundation has its own initial fund of 250,000.00 FCFA (Two Hundred and Fifty Thousand CFA Francs), which is deposited in the bank account opened in the Foundation's name.
Além do fundo referido no parágrafo anterior, o património da Fundação será constituído por:
In addition to the fund referred to in the previous paragraph, the Foundation's assets will be made up of: a) Any subsidies, donations, shares, inheritances, legacies, or gifts from public or private entities, Guinean or foreign, and all assets that come to the Foundation free of charge or for consideration.
b) All assets, both movable and immovable, acquired for its operation and installation, or income from the sale or lease of such assets, or income from the investment of its own assets.

Article 7 (Legal)
(Autonomous Financial Management)
The Foundation enjoys full financial autonomy.
In pursuing its purposes, the Foundation may:
a. Accept any donations, inheritances or legacies;
b. Acquire, dispose of or encumber movable or immovable property in any way, with the approval of the Chairman of the Board of Directors;

The Foundation's assets and rights may only be used to achieve its statutory objectives, although the sale, transfer, or substitution of any asset or right for the pursuit of its objectives is permitted.

CHAPTER IV
(Organization and Operation)

Article 8 (Legal)
(Organ)
The Foundation's bodies are:
a) The Board of Directors;
b) Audit Committee

SECTION I
Board of Directors

Article 9 (Legal)
(Da Competência do Presidente de Conselho de Administração)
The administration of the Foundation is the responsibility of the Board of Directors, which shall be made up of an odd number of at least five members, one of whom shall be the Chairman, two Vice-Chairmen, a General Secretary, and a Chief Financial Officer.

The positions of Chairman and Vice-Chairmen of the Board of Directors are inherently held by the founders, whose duties only cease on resignation, death or permanent incapacity.

In the process of replacing the Chairman of the Board of Directors, the position will be assigned to one of the Vice-Chairmen, according to the criteria of the longest time in office. The members eligible for the chairmanship may appoint the Chairman of the Board of Directors from among their number.

The appointment of the successor to the Board of Directors is attributed to the predecessor, and the new member assumes the role of Vice-Chairman unless the procedure described in the previous paragraph is adopted.

Article 10 (Legal)
(Appointment of members of the Board of Directors)
The members of the Board of Directors are appointed initially by the Foundation's founders and under the terms of these Statutes.
The members of the Board of Directors shall be freely removed from office by the Chairman of the Board of Directors and one of the Vice-Chairmen.
The Chairman of the Board of Directors and the Vice-Chairmen shall decide on the filling of vacancies and the dismissal of members.

Article 11 (Legal)
(Competence of the Board of Directors)
It is the responsibility of the Board of Directors to carry out all the acts necessary to achieve the Foundation's aims, and it has the broadest powers of representation and management:
a) Program the Foundation's activities;
b) Organize and direct its services and activities;
c) To issue the Foundation's internal operating regulations;
d) To take any measures it deems appropriate to achieve the Foundation's aims.
Foundation.

Article 12 (Legal)
(Competence of the Board of Directors)
The Chairman of the Board of Directors is responsible for:
a) Represent the Foundation;
b) Convene and chair the Board of Directors;
c) Calling and chairing meetings of the Board of Directors;
d) The Vice-Chairmen shall replace the Chairman in his
temporary absences and impediments;
e) Acts of acquisition, disposal, or encumbrance of immovable property shall only be valid and effective after approval by the Chairman of the Board of Directors and the Vice-Chairmen.

Article 13 (Legal)
(Binding)
The Foundation is bound:
a) By the sole signature of the Chairman of the Board of Directors;
b) By the joint signature of two Vice-Chairmen of the Board of Directors.

Article 14 (Legal)
(How it works)
The Board of Directors shall meet ordinarily once every six months and extraordinarily whenever convened by its chairman, on his own initiative or at the request of three directors;
The quorum of the Board of Directors is an absolute majority of its members, and its decisions are taken by an absolute majority of votes cast;
The president and vice-presidents of the Foundation may exercise the power of veto.
Minutes of all meetings shall be drawn up in a book and signed by the members present.

Article 15 (Legal)
(Disabilities and Impediments)
A person who has been removed from office or declared responsible for irregularities in the exercise of that office may not be reappointed as a member of the Board of Directors.

Section II
(Audit Committee)

Article 16 (Legal)
(Composition)
The Supervisory Board is made up of a chairman, a secretary and a member;
The term of office of the members of the Supervisory Board is three full calendar years;
The members of the Supervisory Board are appointed by the Board of Directors.

Article 17 (Legal)
(Jurisdiction)
The Audit Board is responsible for:
a. Checking that the accounting books and records are in order, as well as the supporting documents;
b. Checking the existence of property or valuables belonging to the Foundation, whenever it deems it appropriate and in the manner it deems appropriate;
c. Checking the accuracy of the Foundation's annual accounts;
d. Draw up an annual report on its supervisory activities and issue an opinion on the annual accounts presented by the Board of Directors.

The members of the Supervisory Board shall carry out, jointly or separately, at any time of the year, such acts of inspection and verification as they deem appropriate for the proper performance of their duties.


CHAPTER IV
(Modification and Termination of the Foundation)
Article 18 (Legal)
(Amendment of the Statutes)
Amendments to these statutes and changes to the Foundation can only be decided, without prejudice to the legal provisions in force on the matter, by resolution of the Chairman of the Board of Directors and the Vice-Chairmen.

Article 19 (Legal)
(Demerger, merger and extinction)
On the initiative of the Chairman of the Board of Directors and the Vice-Chairmen, at a joint meeting specially convened for this purpose, they may decide on the demerger, merger, or extinction of the Foundation.

Article 20 (Legal)
(Termination)
The Foundation may only be wound up, without prejudice to the legal provisions in force on the matter, by means of a resolution, and its assets shall be allocated in the manner deemed most appropriate for the pursuit of the purposes for which it was established.
The termination of the Foundation must be approved by the Chairman of the Board of Directors and the Vice-Chairmen.

CHAPTER V
(Final and Transitional Provisions)
Article 21 (Legal)
(Remuneration)
The remuneration of the members of the Board of Directors and the Supervisory Board shall be determined by the Chairman of the Board of Directors and the Vice-Chairmen.

Article 22 (Legal)
(First appointment of members of the Board of Directors)
Maria Teresa Loff Fernandes Schwarz, of Guinean nationality, holder of ECOWAS identity card number 000070355, issued by the Civil Identification Service of the Ministry of Justice of the Republic of Guinea-Bissau, residing at av. Domingos Ramos and the two Vice-Presidents, Naman Ansol Loff Fernandes Hans Schwarz, holder of passport number CA 227 291, issued by the Foreigners and Borders Service of the Ministry of Justice of the Portuguese Republic on October 4, 2018, residing in Senegal and Remna Schwarz, of Portuguese nationality, holder of passport number CB675222 issued by the Foreigners and Borders Service of the Ministry of Justice of the Portuguese Republic on January 5, 2021, residing in Portugal.